利航国际货运 Profit Sail｜美国IPO市场.递表 20230301

Ryanben Capital 港澳IPO上市 2024-02-17

2023年3月1日，利航国际货运 Profit Sail的控股股东PSI Group Holdings Ltd（以下简称“利航国际货运”）在美国证监会(SEC)公开披露招股书，股票代码 PSIG，拟在美国纳斯达克IPO上市。其早前于2022年3月22日在SEC秘密递表。

利航国际货运招股书链接：

https://www.sec.gov/Archives/edgar/data/1917890/000121390023016136/ea174119-f1_psigrouphold.htm

主要业务

利航国际货运 Profit Sail ，成立于1993年，总部位于香港，作为一家货运代理服务供应商，主要提供空运和海运进出口货运代理服务，并提供可选的辅助物流相关服务(如货物提货、港口货物处理和当地运输)和仓储相关服务(如重新包装、贴标签、打托盘、准备货物、装运文件、清关安排和仓储)以满足客户的要求。

利航国际货运的收入，主要来自空运代理服务、以及海运代理服务。

股东架构

招股书显示，利航国际货运在上市前的股东架构中，

Mr. Yee Kit, CHAN，通过Grand Pro Development、Profit Sail SAS Holdings Company，合计控制全部股权的77.67%；

Mr. Kin Yin Alfred, KWONG，通过Active Move Group Holdings控制9.00%的股权。

公司架构

招股书显示，利航国际货运的公司架构如下：

管理层

招股书显示，利航国际货运的管理层如下：

Yee Kit, CHAN, Chairman and Director

Mr. Yee Kit, CHAN, is the founder of PSI Group Holdings Ltd. Mr. Chan serves as Director and the Chairman of our board of directors. Mr. Chan serves as a director of Profit Sail Int’l Express (H.K.) Limited and Business Great Global Supply Chain Limited, the Operating Subsidiaries of our Group. Mr. Chan has over 40 years of experience in logistic and supply chain operations. He commenced his career at JET Freight International (H.K.) Limited in 1980. From 1981 to 1982, Mr. Chan worked as a manager at DAS Express (HK) Limited. Prior to the founding of PSIHK in 1993, Mr. Chan worked at “K” Line Air Service (Hong Kong) Limited (formerly also known as “K” Line Air Service Fast Forwarders Limited and Fast Forwarder Limited) from 1985 to 1993 with various positions including assistant sales manager, sales manager, the sales manager of Asia Pacific region and the general manager of China region. Mr. Chan obtained a high school diploma in 1978.

Hok Wai Alex, KO, Chief Executive Officer and Director

Mr. Hok Wai Alex, KO, is our Director and Chief Executive Officer. Mr. Ko has over 27 years of experience in logistics and supply chain operations. From 1995 to 2007, Mr. Ko worked at United Airlines holding various positions in airport operations and the sales department. From May 2007 to July 2015, Mr. Ko worked as a sales director at Profit Sail International Express (H.K.) Limited, one of our Operating Subsidiaries. Prior to re-joining the Company in February 2022, Mr. Ko founded Trans Orient Logistics (HK) Limited in Sep 2015 and served as its director. Mr. Ko obtained a Diploma in Management Studies jointly awarded by Lingnan University and the Hong Kong Management Association in December 2006. Mr. Ko obtained a Diploma in Hotel Management from I.H.M.E.S. International Hotel School in September 1992 and was awarded a Hospitality Management Diploma from the Educational Institute of the American Hotel and Motel Association in October 1992. Mr. Ko was also awarded BTEC First Diploma in Hotel and Catering, BTEC National Diploma in Hotel, Catering and Institutional Operations from Business and Technology Education Council (the “BTEC”) in December 1991 and April 1994, respectively.

Chun Kit, TSUI, Chief Financial Officer

Mr. Chun Kit, TSUI has been our Chief Financial Officer since March 2022 and is primarily responsible for our accounting, financial reporting, internal control and compliance functions. He has over 20 years of experience in audit, accounting and finance. Mr. Tsui commenced his career at Lawrence Cheung C.P.A. Company Limited from June 2000 to January 2004 as an audit senior. He then joined BDO McCabe Lo Limited from February 2004 to February 2005 as an audit senior associate. From February 2005 to August 2006, Mr. Tsui was a lecturer at Hong Kong Institute of Vocational Education. From October 2006 to July 2013, he joined PricewaterhouseCoopers Hong Kong, where he provided audit assurance and accounting consulting services to customers in various industries, and his last position was a manager. From August 2013 to August 2020, he served as the general finance manager of Beijing Energy International Holding Co., Ltd. (formerly known as Panda Green Energy Group Limited)(00686.HK). Prior to joining our Group, Mr. Tsui served as the finance director of Aceso Life Science Group Limited (00474.HK) from August 2020 to March 2022. Mr. Tsui obtained a Bachelor degree in Accountancy from Hong Kong Polytechnic University in November 2000 and a Master degree in Professional Accountancy from University of London in August 2018. He has been a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants since August 2008 and December 2010, respectively.

Eric Jackson, CHANG, Independent Director Nominee

Mr. Eric Jackson, CHANG, will be appointed as an independent Director and will be the chairman of the audit committee and a member of the compensation committee and nominating committee. Mr. Chang has over 20 years of experience in audit, accounting and finance, and has extensive experience in Hong Kong and US listed companies handling capital market transactions such as IPO, debt offerings, investor relations, acquisitions and disposals. He joined the audit assurance department of PricewaterhouseCoopers Hong Kong from September 2002 to September 2013 and his last position was senior manager. In October 2013, Mr. Chang joined Zensun Enterprises Limited as the CFO and company secretary, during which he has participated in acquisition of Zensun Group Holdings Limited(00185.HK) (“Zensun Group”) and spin-off listing of Global Medical Real Estate Reits(GMRE.NYSE). From July 2015 to March 2017, Mr. Chang was an executive director for Zensun Group. Mr. Chang joined China Tangshang Holdings Limited (00674.HK) as the CFO and company secretary from April 2017 to August 2019. From September 2019 to December 2021, Mr. Chang had assisted the IPO of Sanxun Holdings Group Limited (06611.HK) and acted as its CFO and company secretary. Mr. Chang served as an independent non-executive director of Centenary United Holdings Limited (01959.HK) from September 2019 to May 2020, and served as a non-executive director of Sino Vision Worldwide Holdings Limited (08086.HK) from May 2017 to July 2018. He has also served as an independent non-executive director of Transmit Entertainment Limited (01326.HK) and DL Holdings Group Limited(01709.HK) since December 2017 and May 2018, respectively, and served as the company secretary for Leader Education Limited (01449.HK) since February 2020. Mr. Chang is a member of the American Institutes of Certified Public Accountants (“AICPA”) and HKICPA. Mr. Chang obtained a Bachelor of Commerce degree from the University of British Columbia in Canada in May 2002.

Chun Pong Raymond, SIU, Independent Director Nominee

Mr. Chun Pong Raymond, SIU, will be appointed as an independent Director and will be the chairman of the compensation committee and a member of the audit committee and nominating committee. Mr. Siu has been a practicing solicitor of The High Court of Hong Kong since December 2005 and has over 16 years of experience in law with practical experience in corporate finance and regulatory compliance. Mr. Siu was a partner of F. Zimmern & Co., Solicitors & Notaries from July 2012 to August 2017. In September 2017, Mr. Siu established his own law firm, Raymond Siu & Lawyers and is now the senior partner of the firm. Mr. Siu has been the company secretary of EC Healthcare (02138.HK) since September 2017, UTS Marketing Solutions Holdings Limited (06113.HK) since February 2018, Allied Sustainability and Environmental Consultants Group Limited (08320.HK) since June 2019, Aceso Life Science Group Limited (00474.HK) since August 2022, and Hao Tian International Construction Investment Group Limited (01341.HK) since August 2022. Since September 2021, Mr. Siu has also served as an independent non-executive director of China Wantian Holdings Limited (01854.HK). Mr. Siu obtained a Master degree of Laws from University College London and Bachelor degree of Laws from The University of Hong Kong.

Lo Chanii, KAM, Independent Director Nominee

Ms. Lo Chanii, KAM, will be appointed as an independent Director and will be the chairman of the nominating committee and a member of the audit committee and compensation committee. Ms. Kam has over 15 years of experience in executive search, public relations, investor relations and strategic development. From January 2006 to July 2017, Ms. Kam worked for a number of well-established senior recruitment companies in Hong Kong where she has recruited all levels of senior management mainly for financial institutions such as investment banks, corporate banks, private banks, asset management firms, funds, and insurance companies. Ms. Kam joined China Harmony New Energy Auto Holding Limited (currently named as China Harmony Auto Holding Limited) (03836.HK) as a Director of Public Relations and Chairman’s assistant from July 2017 to June 2020, and rejoined the company in October 2022. Ms. Kam served as a Strategic Development Director of iClick Interactive Asia Group Limited ( ICLK.NASDAQ) from June 2020 to March 2021. Ms. Kam obtained a Bachelor of Business Administration degree from the University of Central Oklahoma in December 2003.

公司业绩

招股书显示，在过去的2020年、2021年和2022年前六个月，利航国际货运的收入分别为0.7103亿、1.3091亿和0.4949亿美元，相应的净利润分别为369.86万、1,245.60万和219.64万美元。

中介机构